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1、2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm1/278S-1 1 ea0229380-04.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 5,2025.Registratio

2、n No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORMS-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF1933NMP ACQUISITION CORP.(Exact name of registrant as specified in its charter)Cayman Islands 6770 N/A(State or otherjurisdiction ofincorporation ororganization)(Primary

3、 StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)555 Bryant Street,No.590Palo Alto,CA94301UnitedStatesTelephone:(347)204-7696(Address,including zip code,and telephone number,including area code,ofregistrants principal executiveoffice)Melanie FigueroaChief Executive

4、Officer555 Bryant Street,No.590Palo Alto,CA94301UnitedStatesTelephone:(347)204-7696(Name,address,including zip code,and telephone number,including area code,ofagent for service)Copies to:Nimish Patel,Esq.Blake Baron,Esq.MitchellSilberberg&KnuppLLP437 Madison Ave.,25th FloorNewYork,NY10022(212)509-39

5、00 Bradley KrugerOgier(Cayman)LLP89 Nexus Way,Camana Bay,Grand CaymanCayman IslandsKY1-9009(345)949-9876 Barry I.Grossman,Esq.Anthony Ain,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of theAmericasNew York,NY 10105(212)370-7889Approximate date of commencement of the proposed sale to the public:As soo

6、n as practicable after theeffective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Act of1933,check the following box.If this Form is filed to register additional se

7、curities for an offering pursuant to Rule462(b)underthe Securities Act,please check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)

8、under the Securities Act,checkthe following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,checkthe following box and li

9、st the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.S

10、ee the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2 of the ExchangeAct.:Largeacceleratedfiler Acceleratedfiler Non-acceleratedfiler Smallerreportingcompany Emerginggrowthcompany If an emerging growth company,indicate by

11、 check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided toSection7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary

12、 todelay its effective date until the Registrant shall file a further amendment which specifically states that2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm2/278this Registration

13、 Statement shall thereafter become effective in accordance with Section 8(a)of theSecurities Act of 1933,as amended,or until the Registration Statement shall become effective on such dateas the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/5/10 23:26sec.g

14、ov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm3/278Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration state

15、ment filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDMAY5,2025$10

16、0,000,000NMP ACQUISITION CORP.10,000,000UnitsNMP Acquisition Corp.is a newly incorporated blank check company incorporated asa Cayman Islands exempted company and incorporated for the purpose of effecting amerger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similar

17、business combination with one or more businesses,which werefer to throughout this prospectus as our initial business combination.We have notselected any business combination target and we have not,nor has anyone on ourbehalf,initiated any substantive discussions,directly or indirectly,with anybusine

18、ss combination target.We may pursue an initial business combination target inany business or industry.This is an initial public offering of our securities.Each unit has an offeringprice of$10.00 and consists of one Class A ordinary share and one right,asdescribed in more detail in this prospectus.Ea

19、ch right entitles the holder thereofto receive one-fifth of(1/5)of one ClassA ordinary share upon consummation of ourinitial business combination.However,we will not issue fractional shares inconnection with an exchange of rights,so you must hold rights in multiples offive(5)in order to receive shar

20、es for all of your rights upon closing of a businesscombination.We have also granted the underwriters a45-day option to purchase up toan additional1,500,000units to cover over-allotments,if any.Prior to this offering,our sponsor,Next Move Capital LLC,purchased,and weissued to the sponsor,3,833,333 C

21、lassB ordinary shares,or“founder shares”(upto 500,000 of which are subject to forfeiture depending on the extent to which theunderwriters over-allotment option is exercised),for an aggregate purchase priceof$25,000,or approximately$0.0065 per share.The ClassB ordinary shares willautomatically conver

22、t into Class A ordinary shares at the time of our initialbusiness combination,or earlier at the option of the holder,on a one-for-one basis,subject to adjustment as provided herein and in our amended and restated memorandumand articles of association.The holders of our Class B ordinary shares will h

23、ave theexclusive right to vote on the appointment and removal of our directors and ourtransfer by way of continuation in a jurisdiction outside the Cayman Islands prior toour initial business combination.Because our sponsor acquired the founder shares ata nominal price,our public shareholders will i

24、ncur an immediate and substantialdilution upon the closing of this offering.The founder shares issued to our sponsorwill equal 25%of the outstanding ordinary shares upon the completion of theoffering.This structure is unlike the structure of other blank check companies,which often provide that the C

25、lass B ordinary shares would equal 20%of theoutstanding ordinary shares upon the completion of the offering.Further,theClassA ordinary shares issuable in connection with the conversion of the foundershares may result in material dilution to our public shareholders due to the anti-dilution rights of

26、our founder shares that may result in an issuance of ClassAordinary shares on a greater than one-to-one basis upon conversion.In the case thatadditional Class A ordinary shares,or equity-linked securities(as describedherein),are issued or deemed issued in excess of the amounts offered in thisofferin

27、g and related to or in connection with the closing of our initial businesscombination,the ratio at which Class B ordinary shares will convert into Class Aordinary shares will be adjusted(unless the holders of a majority of the issued andoutstanding Class B ordinary shares agree to waive such anti-di

28、lution adjustment withrespect to any such issuance or deemed issuance)so that the number of Class Aordinary shares issuable upon conversion of all Class B ordinary shares will equal,in the aggregate,on an as-converted basis,25%of the sum of(i)all Class Aordinary shares issued and outstanding upon th

29、e completion of this offering(including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding private placement shares and representative shares),(ii)plus all Class A ordinary shares and equity-linked securities issued or deemedissued in connection with

30、our initial business combination(excluding any shares orequity-linked securities issued,or to be issued,to any seller in the initialbusiness combination)and(iii)minus any redemptions of Class A ordinary shares bypublic shareholders in connection with an initial business combination or certainamendme

31、nts to our amended and restated articles of association prior to an initialbusiness combination;provided that such conversion of founder shares will never2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/0001213900250

32、39851/ea0229380-04.htm4/278occur on a less than one-for-one basis.If we increase or decrease the size of theoffering pursuant to Rule 462(b)under the Securities Act,we will effect a sharecapitalization or a share repurchase or redemption or other appropriate mechanism,asapplicable,with respect to ou

33、r Class B ordinary shares immediately prior to theconsummation of the offering in such amount as to maintain the ownership of foundershares by our initial shareholders,or an as-converted basis,at 25%of our issuedand outstanding ordinary shares upon the consummation of this offering.Such dilutioncoul

34、d materially increase to the extent that the anti-dilution provision of thefounder shares resulted in the issuance of Class A ordinary shares on a greater thanone-to-one basis upon conversion of the founder shares at the time of our initialbusiness combination to maintain the number of founder share

35、s at 25%(as describedabove).Upon consummation 2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm5/278Table of Contentsof our initial business combination or on the date of our dissol

36、ution deadline,wewill repay up to$100,000 in loans made to us by our sponsor(or up to$500,000,ifwe and our sponsor agree)to cover offering-related and organizational expenses.Uponconsummation of this offering,we will begin accruing payments to the managing memberof our sponsor$20,000 per month for o

37、ffice space and administrative and personnelservices,which will be paid upon the consummation of our initial businesscombination or at the time of our dissolution,assuming there is cash available.Additionally,our sponsor,our officers and directors or their affiliates may be paidfinders fees,advisory

38、 fees,consulting fees or success fees in order to effectuatethe completion of our initial business combination.Additionally,followingconsummation of a business combination,members of our management team will beentitled to reimbursement for any out-of-pocket expenses related to identifying,investigat

39、ing and completing an initial business combination.As a result,there maybe actual or potential material conflicts of interest between members of ourmanagement team,our sponsor and its affiliates on one hand,and purchasers in thisoffering on the other.See“Prospectus Summary Sponsor Information”,“Pros

40、pectus Summary The Offering Founder Shares”,“Summary TheOffering Transfer Restrictions on Founder Shares”,and“Summary TheOffering Conversion and Anti-Dilution Rights of Founder Shares”and“Risk FactorsRisks Relating to our Sponsor and ManagementTeam Our sponsor paid an aggregate of$25,000,or approxim

41、ately$0.0065 per founder share,and,accordingly,you will experience immediateand substantial dilution upon the purchase of our ordinary shares”forfurther discussion on our sponsors and our affiliates securities andcompensation.Our sponsor and Maxim Group LLC,which we refer to throughout this prospect

42、us asMaxim or the underwriter,have agreed that they and/or their designees will purchasefrom us an aggregate of 330,000 private placement units(180,000 private placementunits to be purchased by our sponsor and 150,000 private placement units to bepurchased by Maxim or its designees)at a price of$10.

43、00 per unit for a totalpurchase price of$3,300,000 in a private placement that will close simultaneouslywith the closing of this offering.We refer to these units throughout this prospectusas the“private placement units.”Our sponsor and Maxim have also agreed that if theover-allotment option is exerc

44、ised by the underwriters in full or in part,theyand/or their designees will purchase from us up to an additional 30,000 privateplacement units(7,500 private placement units to be purchased by our sponsor,for atotal of 187,500 private placement units,and 22,500 private placement units to bepurchased

45、by Maxim or its designees,for a total of 172,500 private placement units)at a price of$10.00 per unit in an amount that is necessary to maintain in the trustaccount$10.00 per unit sold to the public in this offering.The private placementunits are identical to the units sold in this offering,subject

46、to limited exceptionsdescribed in this prospectus.The private placement units will be sold in a privateplacement that will close simultaneously with the closing of this offering,includingthe over-allotment option,as applicable.Our sponsor and Maxim have agreed not totransfer,assign or sell any of th

47、e private placement units or underlying securities(with certain exceptions)until the completion of our initial business combination._ institutional investors(none of which are affiliated with any member of ourmanagement,our sponsor or any other investor),which we refer to as the“non-managing sponsor

48、 members”throughout this prospectus,have expressed an interest toindirectly acquire interests,through the purchase of non-managing sponsor membershipinterests,in an aggregate of _ private placement units($_ in the aggregate)at a price of$10.00 per unit(or _ units($_ in the aggregate)if the over-allo

49、tment option is exercised in full),or approximately _%of the privateplacement units to be purchased by the sponsor,in a private placement that willclose simultaneously with the closing of this offering.Subject to each non-managingsponsor member indirectly acquiring,through non-managing sponsor membe

50、rshipinterests,an interest in the private placement units allocated to it in connectionwith the closing of this offering,the sponsor will issue membership interests at anominal purchase price($0.0065 per share)to the non-managing sponsor membersreflecting interests in an aggregate of _ founder share

51、s(or _ founder sharesif the over-allotment option is exercised in full)held by the sponsor.The non-managing sponsor members have expressed to us an interest in purchasingup to an aggregate of approximately _ units in this offering at the offering price(assuming the exercise in full of the underwrite

52、rs over-allotment option),or up to_%of this offering.None of the non-managing sponsor members has expressed to usan interest in purchasing more than 9.9%of the units to be sold in this offering.There can be no assurance that the non-managing sponsor members will acquire anyunits,either directly or i

53、ndirectly,in this offering,or as to the amount of theunits the non-managing sponsor members will retain,if any,prior to or upon theconsummation of our initial business combination.Because these expressions ofinterest are not binding agreements or commitments to purchase,non-managing sponsormembers m

54、ay determine to purchase fewer units in this offering,or none at all.Depending on how many units are purchased by the non-managing sponsor members,thepost-offering trading volume,volatility and liquidity of our securities may bereduced relative to what they would have been had the units been more wi

55、dely offered2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm6/278and sold to other public investors.We do not expect any purchase of units by thenon-managing sponsor members or the

56、 limited number of public investors in thisoffering to negatively impact our ability to meet Nasdaq listing 2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm7/278Table of Contentsel

57、igibility requirements as we expect to comply with all of the Nasdaq listingrequirements prior to the effective date of the registration statement of which thisprospectus forms a part.In addition,the underwriters have full discretion toallocate the units to investors and may determine to sell fewer

58、units to the non-managing sponsor members,or none at all,and the purchase of the non-managingsponsor membership interests is not contingent upon the participation in thisoffering or vice-versa.The underwriters will receive the same upfront discounts andcommissions on units purchased by the non-manag

59、ing sponsor members,if any,as theywill on the other units sold to the public in this offering.In addition,none of thenon-managing sponsor members has any obligation to vote any of their public shares infavor of our initial business combination.Nevertheless,the non-managing sponsormembers will be inc

60、entivized to vote their public shares in favor of a businesscombination due to their indirect ownership through the sponsor of founder shares andprivate placement units.For a discussion of certain additional arrangementswith the non-managing sponsor members,see“Summary The Offering Expressions of In

61、terest.”As more fully discussed in“Management Conflicts of Interest,”each of our officers and directors presently has,and any of them in thefuture may have additional,fiduciary,contractual or other obligations orduties to one or more other entities pursuant to which such officer ordirector is or wil

62、l be required to present a business combinationopportunity to such entities.The low price that our sponsor,executive officersand directors(directly or indirectly)paid for the founder shares creates anincentive whereby our officers and directors could potentially make a substantialprofit even if we s

63、elect an acquisition target that subsequently declines in valueand is unprofitable for public shareholders.If we are unable to complete our initialbusiness combination within 18months from the closing of this offering,or by suchearlier liquidation date as our board of directors may approve,the found

64、er sharesand private placement units may expire worthless,except to the extent they areentitled to receive liquidating distributions from assets outside the trust account,which could create an incentive for our sponsor,executive officers and directors tocomplete a transaction even if we select an ac

65、quisition target that subsequentlydeclines in value and is unprofitable for public shareholders.Further,each of ourofficers and directors may have a conflict of interest with respect to evaluating aparticular business combination if the retention or resignation of any such officersand directors was

66、included by a target business as a condition to any agreement withrespect to our initial business combination.Additionally,upon consummation of thisoffering,we will begin accruing payments to our sponsor in an amount equal to$20,000 per month for office space,secretarial and administrative support m

67、adeavailable to us,as described elsewhere in this prospectus,which will be paid uponthe consummation of our initial business combination or at the time of ourdissolution,assuming there is cash available.Upon consummation of our initialbusiness combination or on the date of our dissolution deadline,w

68、e will repay loansmade to us by our sponsor to cover offering-related and organizational expenses withan aggregate principal amount of up to$100,000,which amount may be increased to upto$500,000 if we and our sponsor agree to such increase.In addition,at the closingof our initial business combinatio

69、n,we may pay our sponsor,or an affiliate of thesponsor,consulting fees for assessing,negotiating and managing the process forconsummating an initial business combination.Following consummation of a businesscombination,members of our management team will be entitled to reimbursement for anyout-of-poc

70、ket expenses related to identifying,investigating and completing aninitial business combination.Further,our independent directors will receive,at orprior to the consummation of this offering,an indirect interest in an aggregateamount of 150,000 founder shares,or 50,000 each,through membership intere

71、sts in oursponsor as compensation for their services as directors.As a result,there may beactual or potential material conflicts of interest between members of our managementteam,our sponsor and its affiliates on the one hand,and purchasers in this offeringon the other.See the sections titled“Propos

72、ed Business Sourcing ofPotential Business Combination Targets,”“Risk Factors Risks Relatingto our Sponsor and Management Team”and“Management Conflicts ofInterest”for more information.We will provide our public shareholders(excluding our sponsor,initialshareholders,officers and directors to the exten

73、t they acquire public shares,eitherin this offering or in secondary market transactions thereafter)with the opportunityto redeem,regardless of whether they abstain,vote in favor of,or vote against ourinitial business combination,all or a portion of their ClassA ordinary shares uponthe completion of

74、our initial business combination at a per-share price,payable incash,equal to the aggregate amount then on deposit in the trust account describedbelow as of twobusinessdays prior to the consummation of our initial businesscombination,including interest(which interest shall be net of permitted withdr

75、awals(as defined below)divided by the number of then issued and outstanding ClassAordinary shares that were sold as part of the units in this offering,which we referto collectively as our public shares,subject to the limitations described herein.Ifwe are unable to complete our initial business combi

76、nation within18months from theclosing of this offering or during any extended time that we have to consummate abusiness combination beyond 18months as a result of a shareholder vote to amend ouramended and restated memorandum and articles of association(an“Extension Period”),2025/5/10 23:26sec.gov/A

77、rchives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm8/278we will redeem100%of the public shares at a per-share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,includin

78、ginterest(which interest shall be net of permitted withdrawals and up to$100,000 2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm9/278Table of Contentsof interest to pay dissolutio

79、n expenses)divided by the number of then outstandingpublic shares,subject to applicable law and as further described herein.See“Summary The Offering Redemption rights for public shareholdersupon completion of our initial business combination”and“SummaryTheOfferingRedemption of public shares and dist

80、ribution and liquidationif no initial business combination”for more information.Notwithstanding the foregoing redemption rights,if we seek shareholder approvalof our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tend

81、er offer rules,our amendedand restated memorandum and articles of association provide that a publicshareholder,together with any affiliate of such shareholder or any other person withwhom such shareholder is acting in concert or as a“group”(as defined underSection 13 of the Securities Exchange Act o

82、f 1934,as amended(the“ExchangeAct”),will be restricted from redeeming its shares with respect to morethan an aggregate of 15%of the shares sold in this offering without our priorconsent.However,we would not be restricting our shareholders ability to vote allof their shares(including all shares held

83、by those shareholders that hold more than15%of the shares sold in this offering)for or against our initial businesscombination.See“Summary The Offering Limitation on redemptionrights of shareholders holding 15%or more of the shares sold in thisoffering if we hold shareholder vote”for further discuss

84、ion on certainlimitations on redemption rights.We have until the date that is 18months from the closing of this offering,oruntil such earlier liquidation date as our board of directors may approve,toconsummate our initial business combination.If we anticipate that we may be unableto consummate our i

85、nitial business combination within such 18-month period,we mayseek shareholder approval to amend our amended and restated memorandum and articlesof association to extend the date by which we must consummate our initial businesscombination.There are no limitations on the number of times we may seek s

86、hareholderapproval for an extension or the length of time of any such extension.If we seekshareholder approval for an extension,holders of public shares will be offered anopportunity to redeem their shares,upon the effectiveness of such extension,regardless of whether they abstain,vote in favor of o

87、r vote against our initialbusiness combination,at a per share price,payable in cash,equal to the aggregateamount then on deposit in the trust account,including interest earned thereon(whichinterest shall be net of permitted withdrawals),divided by the number of then issuedand outstanding public shar

88、es,subject to applicable law.If we are unable tocomplete our initial business combination within 18months from the closing of thisoffering,during any Extension Period or by such earlier liquidation date as ourboard of directors may approve,we will redeem 100%of the public shares at a pershare price,

89、payable in cash,equal to the aggregate amount then on deposit in thetrust account,including interest earned thereon(which interest shall be net oftaxes income and franchise payable and up to$100,000 of interest to pay dissolutionexpenses),divided by the number of then issued and outstanding public s

90、hares,subject to applicable law as further described herein.Prior to this offering,there was no public market for our units,Class Aordinary shares or rights.We have applied to have our units listed on The NasdaqStock Market,LLC,or Nasdaq,under the symbol“NMPU”on or promptly after the dateof this pro

91、spectus.We expect the ClassA ordinary shares and rights comprising thepublic units to begin separate trading on the52nd businessday following the dateof this prospectus unless Maxim,the representative of the underwriters,informs usof its decision to allow earlier separate trading,subject to our fili

92、ng a CurrentReport on Form8-K with the U.S.Securities and Exchange Commission,or the SEC,containing an audited balance sheet reflecting our receipt of the gross proceeds ofthis offering and issuing a press release announcing when such separate trading willbegin.We cannot guarantee that our securitie

93、s will be approved for listing.Once thesecurities comprising the units begin separate trading,we expect that the ClassAordinary shares and rights will be traded on Nasdaq under the symbols“NMP”and“NMPR,”respectively.We have not authorized anyone to provide any information or to make anyrepresentatio

94、ns other than those contained in this prospectus.We take noresponsibility for,and can provide no assurance as to the reliability of,any otherinformation that others may give you.This prospectus is an offer to sell only theunits offered hereby,but only under circumstances and in jurisdictions where i

95、t islawful to do so.The information contained in this prospectus is current only as ofits date.We are an“emerging growth company”and a“smaller reporting company”underapplicable federal securities laws and will be subject to reduced public companyreporting requirements.Investing in our securities inv

96、olves risks.We are a blankcheck company incorporated as a Cayman Islands exempted company.Our units offered inthis prospectus include shares of a Cayman Islands blank check company instead of theshares of the operating entities with whom we may combine.As a blank check companywith no material operat

97、ions of our own,we seek to complete a business combinationwith one or more businesses or entities.2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm10/278 2025/5/10 23:26sec.gov/Arch

98、ives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm11/278Table of ContentsWe are a blank check company with no subsidiaries and no operations of our ownexcept organizational activities,the preparation of this o

99、ffering and,following theclosing of this offering,searching for a suitable target to consummate an initialbusiness combination.As of the date of this prospectus,we have not made anytransfers,dividends or distributions to any person or entity.We do not intend todistribute earnings or settle amounts o

100、wed until after the closing of the businesscombination.We may retain all of our available funds and any future earningsfollowing a business combination to fund the development and growth of our business.As a result,we may not pay any cash dividends in the foreseeable future.See“Risk Factors”beginnin

101、g on page42 of this prospectus for a discussion ofinformation that should be considered in connection with an investment in oursecurities.Investors will not be entitled to protections normally afforded toinvestors in Rule419 blank check offerings.Our units offered in this prospectus include shares o

102、f a Cayman Islands blankcheck company instead of the shares of the operating entities with whom we maycombine.PerUnit TotalPublic offering price$10.00$100,000,000Underwriting discounts and commissions(1)$0.20$2,000,000Proceeds,before expenses,to NMP Acquisition Corp.$9.80$98,000,000_(1)Includes$0.20

103、 per unit,or$2,000,000 in the aggregate(or$2,300,000 if the over-allotmentoption is exercised in full),payable to the underwriters upon the closing of this offering,of which(i)$0.05 per unit will be paid to the underwriters in cash and(ii)$0.15 per unitwill be used by the underwriters to purchase pr

104、ivate placement units.In addition,therepresentative of the underwriters or its designees will receive an aggregate of 400,000Class A ordinary shares(or 460,000 Class A ordinary shares if the underwriters over-allotment option is exercised in full),which we refer to herein as the“representativeshares

105、,”as compensation in connection with this offering.See also“Underwriting”for adescription of compensation and other items of value payable to the underwriters.Of the proceeds we receive from this offering and the sale of the privateplacement units described in this prospectus,$100,000,000,or$115,000

106、,000 if theunderwriters over-allotment option is exercised in full($10.00 per unit),will bedeposited into a trust account with Continental Stock Transfer&Trust Companyacting as trustee.Except with respect to interest earned on the funds held in thetrust account that may be released to us to fund our

107、 working capital requirements(subject to an annual limit of five percent(5%)of the interest earned on the fundsheld in the trust account)and/or pay our income and franchise taxes,if any(collectively,“permitted withdrawals”),the funds held in the trust account willnot be released from the trust accou

108、nt until the earliest to occur of:(1)ourcompletion of an initial business combination;(2)the redemption of any publicshares properly submitted in connection with a shareholder vote to amend our amendedand restated memorandum and articles of association(A)to modify the substance ortiming of our oblig

109、ation to allow redemption in connection with our initial businesscombination or to redeem 100%of our public shares if we do not complete our initialbusiness combination within 18months from the closing of this offering or(B)withrespect to any other provision relating to the rights of holders of Clas

110、s A ordinaryshares or pre-initial business combination activity;and(3)the redemption of ourpublic shares if we have not completed an initial business combination within18months from the closing of this offering or during any Extension Period,subjectto applicable law.The proceeds deposited in the tru

111、st account could become subjectto the claims of our creditors,if any,which could have priority over the claims ofour public shareholders.If we seek shareholder approval to extend beyond the 18-month period in which to complete an initial business combination to a later date,wewill offer our public s

112、hareholders(excluding our sponsor,initial shareholders,officers and directors to the extent they acquire public shares,either in thisoffering or in secondary market transactions thereafter)the right to have theirpublic ordinary shares redeemed for a pro rata share of the aggregate amount then ondepo

113、sit in the trust account,including interest(less permitted withdrawals),asdescribed in greater detail in this prospectus.Compensation paid and securitiesissued to the sponsor,its affiliates,and promoters as well as the anti-dilutionadjustment to the founder shares may result in a material dilution o

114、f thepurchasers equity interest.See sections titled“Dilution”and“Underwriting”for descriptions of compensation and dilution.2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm12/278Ta

115、ble of ContentsThe following table illustrates the difference between the public offering priceper unit and our net tangible book value per share(“NTBV”),as adjusted to giveeffect to this offering and assuming the redemption of our public shares at varyinglevels and the exercise in full and no exerc

116、ise of the over-allotment option.Seethe section titled“Dilution”for more information.As of March31,2025OfferingPriceof$10.00perUnit 25%of MaximumRedemption 50%of MaximumRedemption 75%of MaximumRedemption MaximumRedemptionNTBV NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOf

117、feringPrice NTBV DifferencebetweenNTBVandOfferingPrice NTBV DifferencebetweenNTBVandOfferingPriceAssuming Full Exercise of Over-Allotment Option$7.14$6.53$3.47$5.57$4.43$3.87$6.13$0.09$9.91Assuming No Exercise of Over-Allotment Option$7.13$6.51$3.49$5.55$4.45$3.85$6.15$0.07$9.93Our sponsor and membe

118、rs of our management team will directly or indirectly ownour securities following this offering,and accordingly,they may have a conflict ofinterest in determining whether a particular target business is an appropriatebusiness with which to effectuate our initial business combination.Additionally,eac

119、h of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obligations or duties to one or moreother entities pursuant to which such officer or director is or will be required topresent a business combination opportunity to such enti

120、ties.As a result,there maybe actual or potential material conflicts of interest between our sponsor and ourmanagement team and their respective affiliates on the one hand,and purchasers inthis offering on the other.See the sections titled“ProposedBusiness Sourcing of Potential Business Combination T

121、argets”and“ManagementConflicts of Interest”for more information.The underwriters are offering the units for sale on a firm commitment basis.Theunderwriters expect to deliver the units to purchasers on or about,2025.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission

122、 has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.No offer or invitation,whether directly or indirectly,to subscribefor units is being or may be made to the public in the Cayman Islands tos

123、ubscribe for any of our securities.Sole Book-Running ManagerMaxim Group LLCThe date of this prospectus is,2025 2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm13/278Table of Conten

124、tsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 42CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 83ENFORCEABILITY OF CIVIL LIABILITIES 84USE OF PROCEEDS 85DIVIDEND POLICY 88DILUTION 89CAPITALIZATION 91MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTSOFOPERATIONS 92

125、PROPOSED BUSINESS 98MANAGEMENT 129PRINCIPAL SHAREHOLDERS 138CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 142DESCRIPTION OF SECURITIES 144INCOME TAX CONSIDERATIONS 163UNDERWRITING 171LEGAL MATTERS 180EXPERTS 180WHERE YOU CAN FIND ADDITIONAL INFORMATION 180INDEX TO FINANCIAL STATEMENTS F-1i202

126、5/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm14/278Table of ContentsPROSPECTUS SUMMARYThis summary only highlights the more detailed information appearing elsewherein this prospect

127、us.You should read this entire prospectus carefully,including theinformation under“Risk Factors”and our financial statements and the relatednotes included elsewhere in this prospectus,before investing.Unless otherwise stated in this prospectus,references to:“amended and restated memorandum and artic

128、les of association”are to ouramended and restated memorandum and articles of association to be ineffect upon completion of this offering,as amended and/or restated fromtime to time;“Class A ordinary shares”are to our Class A ordinary shares,par value$0.0001 per share;“Class B ordinary shares”are to

129、our Class B ordinary shares,par value$0.0001 per share;“Companies Act”are to the Companies Act(Revised)of the Cayman Islandsas the same may be amended from time to time;“Extension Period”are to any extended time that we have to consummate abusiness combination by the full amount of time,as described

130、 in moredetail in this prospectus beyond 18 months as a result of a shareholdervote to amend our amended and restated memorandum and articles ofassociation;“founder shares”are to the 3,833,333 ClassB ordinary shares initiallypurchased by our sponsor in a private placement purchase prior to thisoffer

131、ing and the Class A ordinary shares that will be issued uponconversion of the ClassB ordinary shares as described herein;“initial shareholders”are to the holders of our founder shares prior tothis offering;“letter agreement”refers to the letter agreement,the form of which isfiled as an exhibit to th

132、e registration statement of which this prospectusforms a part;“management”or our“management team”are to our officers anddirectors;“ordinary shares”are to our ClassA ordinary shares and our ClassBordinary shares;“permitted withdrawals”are to amounts withdrawn from the trust account(i)to fund our work

133、ing capital requirements,which amount shall besubject to an annual limit of five percent(5%)of the interest earned onthe funds held in the trust account,and/or(ii)to pay our income andfranchise taxes,if any,provided that all permitted withdrawals can onlybe made from interest and not from the princi

134、pal held in the trustaccount;“private placement rights”are to the rights underlying the privateplacement units;“private placement shares”are to the ordinary shares underlying theprivate placement units;“private placement units”are to the units issued to our sponsor or itsdesignees in a private place

135、ment simultaneously with the closing of thisoffering;“public rights”are to the rights sold as part of the units in thisoffering(whether they are subscribed for in this offering or acquired inthe open market);“public shares”are to our ordinary shares offered as part of the unitsin this offering(wheth

136、er they are subscribed for in this offering oracquired thereafter in the open market);“public units”are to the units sold in this offering(whether they aresubscribed for in this offering or acquired thereafter in the openmarket);“representative shares”are to the Class A ordinary shares to be issuedt

137、o Maxim as compensation in connection with this offering.12025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm15/278Table of ContentsAll references in this prospectus to shares of NMP

138、Acquisition Corp.beingforfeited shall take effect as surrenders for no consideration of such shares as amatter of Cayman Islands law.Any conversion of the Class B ordinary sharesdescribed in this prospectus will take effect as a compulsory redemption of ClassBordinary shares and an issuance of Class

139、A ordinary shares as a matter of CaymanIslands law.IntroductionWe were incorporated on December 18,2024,as a Cayman Islands exemptedcompany with limited liability.We chose to incorporate in the Cayman Islands dueto(i)its tax-neutrality,which allows international transactions to be structuredefficien

140、tly without an additional layer of tax and(ii)simplicity of establishmentand flexibility of administration,including easy migration to anotherjurisdiction,the existence of statutory procedures for merger or consolidation,and no takeover code or bespoke public company filing requirements.We were form

141、ed for the purpose of entering into a merger,amalgamation,shareexchange,asset acquisition,share purchase,recapitalization,reorganization orsimilar business combination with one or more businesses or entities,which werefer to as a“target business.”We do not have any specific business combinationunder

142、 consideration and we have not(nor has anyone on our behalf),directly orindirectly,contacted any prospective target business or had any substantivediscussions,formal or otherwise,with respect to such a transaction.Our effortsto identify a prospective target business will not be limited to a particul

143、arindustry or geographic location.To date,our efforts have been limited toorganizational activities as well as activities related to this offering.Our Management TeamOur management team is led by our Chief Executive Officer and director,MelanieFigueroa,and our Chief Financial Officer and director,Na

144、dir Ali.Our teamconsists of experienced professionals and senior operating executives.We believewe will benefit from their accomplishments in identifying attractive acquisitionopportunities.Further,we believe our management teams operating and transactionexecution experience and relationships with c

145、ompanies will provide us with a numberof potential business combination targets.Over the course of their careers,themembers of our management team have developed a network of contacts and corporaterelationships.Our management team has experience in target selection,negotiation,transaction structurin

146、g,capital raising and merger execution.Members of ourmanagement team are not obligated to devote any specific number ofhours to ourmatters but they intend to devote as much of their time as they deem necessary toour affairs until we have completed our initial business combination.The amount oftime t

147、hat any members of our management team will devote in any time period willvary based on whether a target business has been selected for our initial businesscombination and the current stage of the business combination process.We believeour management teams operating and transaction experience and re

148、lationships withcompanies will provide us with a number of potential business combination targets.Past performance of our management team is not a guarantee either(i)that wewill be able to identify a suitable candidate for our initial business combinationor(ii)of success with respect to any business

149、 combination we may consummate.Youshould not rely on the historical performance record of our management team asindicative of our future performance.Our officers and directors may have conflictsof interest with other entities to which they owe fiduciary or contractualobligations with respect to init

150、ial business combination opportunities.For a listof our officers and directors and entities for which a conflict of interest may ordoes exist between such persons and the company,as well as the priority andpreference that such entity has with respect to performance of obligations andpresentation of

151、business opportunities to us,please refer to the table andsubsequent explanatory paragraph under“ManagementConflicts of Interest.”Prior SPAC ExperienceOur Chief Financial Officer,Nadir Ali,through an affiliated entity,andInpixon(now known as XTI Aerospace,Inc.),a Nasdaq listed entity for which Mr.Al

152、i served as Chief Executive Officer,were each investing members of CardinalVenture Holdings,LLC(“CVH”).CVH owned a majority interest in KINS Capital,LLC,the sponsor company for KINS Technology Group,Inc.,a special purpose acquisitioncompany(“KINS”)which consummated a successful business combination

153、transactionwith CXApp Holding Corp.(“CXApp”)in March 2023.Our Chief Executive Officer,Melanie Figueroa,served as General Counsel to Inpixon in connection with itsinvestment in CVH and as General Counsel to CXApp in connection with the businesscombination transaction with KINS.22025/5/10 23:26sec.gov

154、/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm16/278Table of ContentsWe believe that potential sellers of target businesses will view the fact thatmembers of our board of directors and management team

155、 have successfully closedbusiness combinations with a SPAC and other vehicles similar to our company as apositive factor in considering whether or not to enter into a business combinationwith us.However,past performance is not a guarantee of success with respect toany business combination we may con

156、summate.Our directors and officers,or theirrespective affiliates,may in the future become affiliated with other SPACs thatmay have acquisition objectives that are similar to ours.See“Risk Factors Certain of our officers and directors are now,and all of them may in the futurebecome,affiliated with en

157、tities engaged in business activities similar to thoseintended to be conducted by us and,accordingly,may have conflicts of interest indetermining to which entity a particular business opportunity should be presented.”Sponsor InformationOur sponsor is a Nevada limited liability company,which was form

158、ed to investin us.Although our sponsor is permitted to undertake any activities permittedunder the Nevada Revised Statutes(the“NRS”)and other applicable law,oursponsors business is focused on investing in our company.The managing member ofthe sponsor is Next Move Partners LLC,a Nevada limited liabil

159、ity company,forwhich Melanie Figueroa,our Chief Executive Officer and a member of our board ofdirectors,and Nadir Ali,our Chief Financial Officer and a member of our board ofdirectors,are co-managing members.Next Move Partners LLC will control themanagement of our sponsor,including the exercise of v

160、oting and investmentdiscretion over the securities of our company held by our sponsor.As the managingmember of our sponsor,Next Move Partners LLC beneficially owns membershipinterests in our sponsor,which represent 100%of the economic interests in oursponsor.See“SummaryThe OfferingPrivate placement

161、units and underlyingsecurities.”Further,our independent directors will receive,at or prior to theconsummation of this offering,an indirect interest in an aggregate amount of150,000 founder shares,or 50,000 each,through membership interests in our sponsoras compensation for their services as director

162、s.As of the date of this prospectus,the sponsor has not granted any membership interests in the sponsor to ourindependent directors as compensation for their services as directors.The non-managing sponsor members have expressed an interest to acquire non-managing membership interests in our sponsor,

163、representing indirect interests in anaggregate of _ private placement units and an aggregate of _ founder shares,in a private placement that will close simultaneously with this offering.See“Summary The Offering Private placement units and underlying securities.”Inaddition,our independent directors w

164、ill receive for their services as a directoran indirect interest in the founder shares through membership interests in oursponsor.Other than our management team,none of the other members of our sponsorwill participate in our activities.The following table sets forth the payments to be received by ou

165、r sponsor andits affiliates from us prior to or in connection with the completion of our initialbusiness combination and the securities issued and to be issued by us to oursponsor or its affiliates:Entity/Individual AmountofCompensationtobeReceivedorSecurities Issued or to be Issued Consideration Pa

166、idorto be PaidNext Move CapitalLLC Upon the consummation of this offering,wewill begin accruing payments in an amountequal to$20,000 per month,which will bepaid upon the consummation of our initialbusiness combination or at the time of ourdissolution,assuming there is cash available Office space,adm

167、inistrative andshared personnelsupport servicesNext Move CapitalLLC 3,833,333 founder shares,of which up to500,000 founder shares are subject toforfeiture if the underwriters over-allotment option is not exercised in full(1)(2)$25,000Next Move CapitalLLC 180,000 private placement units(or 187,500pri

168、vate placement units if the underwritersover-allotment option is exercised in full)to be purchased simultaneously with theclosing of this offering(3)$1,800,000(or$1,875,000 in theaggregate if theunderwritersover-allotmentoption is exercisedin full)2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/0

169、00121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm17/278Next Move CapitalLLC$100,000,which amount may be increased to upto$500,000 Repayment of loansfor organizationaland other expensesuntil the closingof this initialpublic offering32

170、025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm18/278Table of ContentsEntity/Individual AmountofCompensationtobeReceivedorSecurities Issued or to be Issued Consideration Paidorto b

171、e PaidNext MovePartners LLC,Next MoveCapital LLC,orour or theiraffiliates Additional working capital loans,if any Working capitalloans to financetransactions costsin connection withan initial businesscombinationNext Move CapitalLLC Reimbursement for any out-of-pocket expensesrelated to identifying,i

172、nvestigating andcompleting an initial business combination Services inconnection withidentifying,investigating andcompleting aninitial businesscombinationNext MovePartners LLC,Next MoveCapital LLC,our executiveofficers,ourdirectors orour or theiraffiliates Finders fees,advisory fees,consultingfees o

173、r success fees,if applicable We may engage oursponsor,executiveofficers anddirectors and/oreach of theiraffiliates,as anadvisor orotherwise in orderto effectuate ourinitial businesscombination.Holders of ClassB ordinaryshares Subject to an anti-dilution adjustment,thenumber of Class A ordinary share

174、s issuableupon conversion of all Class B ordinaryshares will equal,in the aggregate,on anas-converted basis,25%of the sum of allordinary shares issued and outstanding uponcompletion of this initial public offering N/A_(1)The founder shares will automatically convert into Class A ordinary shares conc

175、urrentlywith or immediately following the consummation of our initial business combination,and maybe converted at any time prior to our initial business combination,at the option of theholder,on a one-for-one basis,subject to adjustment(unless otherwise provided in ourinitial business combination ag

176、reement)for share sub-divisions,share dividends,reorganizations,recapitalizations and the like,and subject to further adjustment asprovided herein.In the case that additional Class A ordinary shares,or equity-linkedsecurities(as described herein),are issued or deemed issued in excess of the amountso

177、ffered in this offering and related to or in connection with the closing of our initialbusiness combination,the ratio at which Class B ordinary shares will convert into Class Aordinary shares will be adjusted(unless the holders of a majority of the issued andoutstanding Class B ordinary shares agree

178、 to waive such anti-dilution adjustment withrespect to any such issuance or deemed issuance)so that the number of Class A ordinaryshares issuable upon conversion of all Class B ordinary shares will equal,in the aggregate,on an as-converted basis,25%of the sum of(i)all Class A ordinary shares issued

179、andoutstanding upon the completion of this offering(including any Class A ordinary sharesissued pursuant to the underwriters over-allotment option and excluding private placementshares and representative shares),(ii)plus all Class A ordinary shares and equity-linkedsecurities issued or deemed issued

180、 in connection with our initial business combination(excluding any shares or equity-linked securities issued,or to be issued,to any seller inthe initial business combination)and(iii)minus any redemptions of Class A ordinary sharesby public shareholders in connection with an initial business combinat

181、ion or certainamendments to our amended and restated articles of association prior to an initial businesscombination;provided that such conversion of founder shares will never occur on a less thanone-for-one basis.If we increase or decrease the size of the offering pursuant to Rule462(b)under the Se

182、curities Act,we will effect a share capitalization or a share repurchaseor redemption or other appropriate mechanism,as applicable,with respect to our Class Bordinary shares immediately prior to the consummation of the offering in such amount as tomaintain the ownership of founder shares by our init

183、ial shareholders,or an as-convertedbasis,at 25%of our issued and outstanding ordinary shares upon the consummation of thisoffering.Such dilution could materially increase to the extent that the anti-dilutionprovision of the founder shares resulted in the issuance of Class A ordinary shares on agreat

184、er than one-to-one basis upon conversion of the founder shares at the time of ourinitial business combination to maintain the number of founder shares at 25%(as describedabove).(2)Of the Class B ordinary shares,(i)the non-managing sponsor members will own,indirectlythrough the purchase of non-managi

185、ng membership interests of the sponsor,an aggregate of_ Class B ordinary shares held by the sponsor(or up to _ Class B ordinary shares heldby the sponsor if the underwriters over-allotment option is exercised in full)and(ii)the independent directors will own,indirectly through the purchase of non-ma

186、nagingmembership interests of the sponsor,an aggregate of 150,000 Class B ordinary shares held by2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm19/278the sponsor as compensation f

187、or their services as directors,which non-managing membershipinterests,in each case,will be purchased for approximately$0.0065 per share.The non-managing sponsor members and independent directors will have no right to vote the Class Bordinary shares that they hold indirectly through their Class A mem

188、bership interests in thesponsor.(3)The non-managing sponsor members have expressed an interest to acquire,indirectly throughthe purchase of non-managing membership interests,an interest in an aggregate of _private placement units(whether or not the over-allotment option is exercised)at a priceof$10.

189、00 per unit($_ in the aggregate)in a private placement that will closesimultaneously with the closing of this offering.42025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm20/278Table

190、of ContentsBecause our sponsor acquired the founder shares at a nominal price,our publicshareholders will incur immediate and substantial dilution upon the closing of thisoffering.Further,the Class A ordinary shares issuable in connection with theconversion of the founder shares may result in materi

191、al dilution to our publicshareholders due to the anti-dilution rights of our founder shares that may resultin an issuance of Class A ordinary shares on a greater than one-to-one basis uponconversion.Additionally,our public shareholders may experience dilution from theconversion of the _ private plac

192、ement rights into _ Class A ordinary sharesto be purchased in the private placement simultaneously with the closing of thisoffering.See the sections titled“Risk FactorsRisks Relating to our Sponsorand Management TeamOur sponsor paid an aggregate of$25,000,or approximately$0.0065 per founder share,an

193、d,accordingly,you will experience immediate andsubstantial dilution upon the purchase of our ordinary shares”and“Dilution.”Additionally,we will reimburse our sponsor in an amount equal to$20,000 per monthfor office space,utilities and secretarial and administrative support madeavailable to us,which

194、shall become payable upon the consummation of our initialbusiness combination or at the time of our liquidation,assuming there is cashavailable.The founder shares will automatically convert into Class A ordinary sharesconcurrently with or immediately following the consummation of our initial busines

195、scombination or earlier at the option of the holder on a one-for-one basis,subjectto adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like,and subject to further adjustment as providedherein.In the case that additional Class A ordinary shares,or any

196、other equity-linked securities,are issued or deemed issued in excess of the amounts sold inthis offering and related to or in connection with the closing of the initialbusiness combination,the ratio at which Class B ordinary shares convert into ClassA ordinary shares will be adjusted(unless the hold

197、ers of a majority of theoutstanding Class B ordinary shares agree to waive such anti-dilution adjustmentwith respect to any such issuance or deemed issuance)so that the number of Class Aordinary shares issuable upon conversion of all Class B ordinary shares will equal,in the aggregate,on an as-conve

198、rted basis,25%of the sum of(i)all Class Aordinary shares issued and outstanding upon the completion of this offering(including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding private placement shares and representative shares),plus(ii)all Class A o

199、rdinary shares and equity-linked securities issued or deemedissued,in connection with the initial business combination(excluding any sharesor equity-linked securities issued,or to be issued,to any seller in the initialbusiness combination)minus(iii)any redemptions of Class A ordinary shares bypublic

200、 shareholders in connection with an initial business combination or certainamendments to our amended and restated articles of association prior to an initialbusiness combination;provided that such conversion of founder shares will neveroccur on a less than one-for-one basis.Pursuant to a letter agre

201、ement to be entered with us,each of our sponsor,directors and officers has agreed to restrictions on its ability to transfer,assign or sell the founder shares and private placement units(and the underlyingsecurities),as summarized in the table below.SubjectSecurities Expiration Date Persons Subject

202、toRestrictions Exceptions toTransferRestrictionsFounder Shares Earlier of sixmonths after thedate of theconsummation of aninitial businesscombination;or ifthe closing price ofour ordinary sharesequals or exceeds$12.00 per share(asadjusted for sharesub-divisions,sharedividends,reorganizations,recapit

203、alizationsand other similartransactions)forany20tradingdayswithin any 30-trading day periodcommencing any time75 days after thecompletion of ourinitial business Next Move CapitalLLCMelanie FigueroaNadir AliShanti PriyaAdam BensonDr.Vanila M.Singh Transfers permitted(i)to any of ourofficers ordirecto

204、rs,includingto a family memberor affiliate of suchofficer or director;(ii)by privatesales or transfers,in each case,madein connection withthe consummation ofour initial businesscombination atprices no greaterthan the price atwhich the securitieswere originallypurchased;(iii)inthe event of ourliquida

205、tion prior tothe completion ofour initial businesscombination;(iv)byvirtue of our2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm21/278combination.sponsors orMaxims operatingagreem

206、ent;and52025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm22/278Table of ContentsSubjectSecurities Expiration Date Persons Subject toRestrictions Exceptions toTransferRestrictions (v

207、)in the event ofour completion of aliquidation,merger,share exchange,reorganization orother similartransaction whichresults in all of ourshareholders havingthe right to exchangetheir ClassAordinary shares forcash,securities orother propertysubsequent to thecompletion of ourinitial businesscombinatio

208、n.Private PlacementUnits(andUnderlyingSecurities)30 days after thecompletion of ourinitial businesscombination Next Move CapitalLLCMaxim Group LLC Same as aboveAny units,rights,ordinary sharesor any othersecuritiesconvertible into,or exercisable orexchangeable for,any units,ordinary shares,rights or

209、 foundershares 180 days after thedate of thisprospectus Next Move CapitalLLCMelanie FigueroaNadir AliShanti PriyaAdam BensonDr.Vanila M.Singh Maxim in its solediscretion mayrelease any of thesecurities subject tothese lock-upagreements at anytime without notice,other than in thecase of the officersa

210、nd directors,whichshall be with notice.Our sponsor,officersand directors arealso subject toseparate transferrestrictions on theirfounder shares andprivate placementunits pursuant to theletter agreementdescribed in theimmediately precedingparagraphs;suchpersons may not bereleased from thosetransfer r

211、estrictionsprior to our initialbusiness combination,except to the extentdescribed herein.Up to 500,000 of the founder shares will be surrendered for no considerationdepending on the extent to which the underwriters over-allotment option isexercised.In addition,in order to facilitate our initial busi

212、ness combination orfor any other reason determined by our sponsor in its sole discretion,our sponsormay surrender or forfeit,transfer or exchange our founder shares,privateplacement rights or any of our other securities,including for no consideration,aswell as subject any such securities to earn-out

213、s or other restrictions,orotherwise amend the terms of any such securities or enter into any otherarrangements with respect to any such securities.Except in certain limited circumstances,no member of the sponsor(includingthe non-managing sponsor members)may transfer all or any portion of its members

214、hipunits in the sponsor.We may also issue Class A ordinary shares upon conversion ofthe founder shares at a ratio greater than one-to-one at the time of our initialbusiness combination as a result of the anti-dilution provisions as set forththerein.Pursuant to the letter agreement entered with us,ea

215、ch of our sponsor,directors and officers have agreed to lock-up restrictions on their ability totransfer,assign or sell the founder shares and private placement units and2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/20548

216、76/000121390025039851/ea0229380-04.htm23/278securities underlying the private placement units.Further,the sponsor membershipinterests(including the interests held by the non-managing sponsor members)arelocked up and not transferable because the letter agreement prohibits indirecttransfers.62025/5/10

217、 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm24/278Table of ContentsWhile there is no current intention to do so,we may approve an amendment orwaiver of the letter agreement that would a

218、llow the sponsor to directly,or membersof our sponsor to indirectly,transfer founder shares and private placement unitsor membership interests in our sponsor in a transaction in which the sponsorremoves itself as our sponsor before identifying a business combination.As aresult,there is a risk that o

219、ur sponsor and our officers and directors may divesttheir ownership or economic interests in us or in our sponsor,which would likelyresult in our loss of certain key personnel.Any transferee would be required toagree to the transfer and non-redemption restrictions contained in the letteragreement,an

220、d such persons may not be released from those transfer and non-redemption restrictions prior to our initial business combination.There can be noassurance that any replacement sponsor or key personnel will successfully identifya business combination target for us,or,even if one is so identified,succe

221、ssfully complete such business combination.The securities held by the sponsor are expected to only be distributed directlyto the members of the sponsor in connection with or following the consummation ofour initial business combination,provided that such members agree to becomesubject to the applica

222、ble transfer restrictions with respect to such securities,including the letter agreement.Indirect transfers of the securities held by thesponsor,such as to another member of the sponsor or their affiliate,a familymember or a new member of the sponsor,may be permitted with the prior consent ofthe man

223、aging member of our sponsor,as long as the transferee agrees to comply withthe applicable transfer restrictions with respect to such securities to the sameextent as the party originally subject to such restrictions.See the section titled“Principal Shareholders Transfers of Founder Shares and Private

224、 PlacementUnits.”While non-managing sponsor members will not be a direct party to the letteragreement discussed above,as a result of their ownership of membership interestsin the sponsor,they will be bound by the restrictions set forth above with respectto their allocated founder shares,private plac

225、ement units and securitiesunderlying the private placement units(including the restriction on transfer oftheir membership interests because the letter agreement prohibits indirecttransfers).However,the non-managing sponsor members will not be subject totransfer restrictions or a lock-up agreement on

226、 any public units,public Class Aordinary shares or public rights that they may purchase in this offering pursuantto the expressions of interest described herein or thereafter.Our Business Strategy and Competitive StrengthsWe seek to create compelling shareholder value through the extensive experienc

227、eand demonstrated success of our management team in investing in,operating andtransforming businesses,with a particular combination of competitive advantagessuch as:Leadership of an Experienced Management Team and Board of Directors.Our management team has decades of experience in managing,operating

228、,advising andexecuting on capital raising and mergers and acquisitions transactions for highgrowth companies.Our Chief Executive Officer,Melanie Figueroa,has over 15 yearsof experience advising executive management teams and board of directors ofemerging growth companies seeking access to the U.S.pu

229、blic markets to raisecapital and executing go public transactions through traditional initial publicofferings and other alternative structures,such as reverse mergers,spin-offs,andSPAC transactions.She has assisted U.S and international based companies navigatethe complex regulatory requirements of

230、the SEC and stock exchanges to ensure asuccessful transaction.She previously served as General Counsel to a Nasdaq listedglobal software technology company where she assisted the executive management teamand board in defining and successfully executing its financing and M&A strategy,including domest

231、ic,cross-border and M&A transactions.Prior to her role as GeneralCounsel,she was the Managing Partner of the NY office of a national law firm whereshe advised and assisted high growth companies in structuring and executing debtand equity financing transactions and a multitude of domestic and cross b

232、order M&Atransactions,on both the buy side and sell side.Our Chief Financial Officer,Nadir Ali,has over 25 years of entrepreneurial,operational,management andstrategic leadership experience in the high-growth tech industry.He previouslyserved as the CEO and director of a Nasdaq listed global technol

233、ogy company wherehe was responsible for defining and executing the companys financing and M&Astrategy,completing over a dozen domestic,cross-border and M&A transactions.Hehas also participated as part of the sponsor group which led KINS Technology GroupInc.,a special purpose acquisition company whic

234、h consummated a successful businesscombination transaction with CXApp Holding Corp in March 2023.In the last elevenyears,working together,as part of the executive management team and/or advisorygroup of other exchange listed companies,Ms.Figueroa and Mr.Ali have completedcapital raising transactions

235、 resulting in gross proceeds raised of over$600million in72025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm25/278Table of Contentsa combination of debt and equity financings and mor

236、e than 12 domestic and crossborder business combination transactions.For a more complete description of thebusiness experience of the members of our management team,see“ManagementOfficers and Directors.”Established Deal Sourcing Network.We believe our management teamsstrong track record will provide

237、 us with access to high quality companies.Inaddition,we believe we,through our management team,have contacts and sourcesfrom which to generate acquisition opportunities and possibly seek complementaryfollow-on business arrangements.These contacts and sources include family offices,executives of publ

238、ic and private companies,merger and acquisition advisory firms,investment banks,capital markets desks,lenders and other financialintermediaries.Status as a Publicly Listed Acquisition Company.We believe ourstructure will make us an attractive business combination partner to prospectivetarget busines

239、ses.As a publicly listed company,we will offer a target business analternative to the traditional initial public offering process.We believe thatsome target businesses will favor this alternative,which we believe is lessexpensive,while offering greater certainty of execution,than the traditionalinit

240、ial public offering process.During an initial public offering,there aretypically underwriting fees and marketing expenses,which would be costlier than abusiness combination with us.Furthermore,once a proposed business combination isapproved by our shareholders(if applicable)and the transaction is co

241、nsummated,the target business will have effectively become public,whereas an initial publicoffering is always subject to the underwriters ability to complete the offering,as well as general market conditions that could prevent the offering fromoccurring.Once public,we believe the target business wou

242、ld have greater access tocapital and additional means of creating management incentives that are betteraligned with shareholders interests than it would as a private company.It canoffer further benefits by augmenting a companys profile among potential newcustomers and vendors and aid in attracting t

243、alented management staffs.Rigorous Systematic Process of Identifying Target Companies andAcquiring a Business that will Be Well-Received by the PublicMarkets.We believe that our managements merger and acquisitions andinvestment track record in both private and public markets,combined with publicmark

244、et trading experience,will provide an advantage for identifying,valuing andcompleting a business combination that will meet our investors expectations.Acquisition StrategiesWe will seek to capitalize on the strength of our management team and board ofdirectors.Our team consists of experienced invest

245、ment banking,financial servicesand capital market professionals and senior operating executives of companies inmultiple industries and disciplines.Collectively,our officers and directors havedecades of experience in mergers and acquisitions and operating companies.Webelieve we will benefit from thei

246、r accomplishments,and specifically,their currentactivities,in identifying attractive acquisition opportunities.However,there isno assurance that we will complete a business combination.Our officers anddirectors have prior experience consummating business combination for“blankcheck”companies in vario

247、us capacities,including as part of a sponsor group,members of the management team of a target company consummating a businesscombination with a“blank check”company and as advisors.We believe that we willadd value to these businesses primarily by providing them with access to theU.S.capital markets.T

248、here is no restriction in the industry or geographic location of targets wecan pursue.Therefore,we intend to focus our search for an initial businesscombination on any private companies that have compelling economics and clear pathsto positive operating cash flow,significant assets,and successful ma

249、nagementteams that are seeking access to the U.S.public capital markets.Acquisition CriteriaOur management team intends to focus on creating shareholder value byleveraging its experience in the management,operation and financing of businessesto improve the efficiency of operations while implementing

250、 strategies to scalerevenue organically and/or through acquisitions.In addition to the factors listedabove,we have identified the following general criteria and guidelines,which webelieve are important in evaluating prospective target businesses.While we intendto use these criteria and guidelines in

251、 evaluating prospective businesses,we maydecide to deviate from these criteria and guidelines.82025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm26/278Table of ContentsResilient Busi

252、ness Model.We intend to seek target companies that have aresilient business model.Such companies are better positioned to adapt to changingmarket conditions and consumer preferences,which could provide a competitiveadvantage.Industry Leadership with Sustainable Competitive Advantage.We expectto focu

253、s on companies that are or have the potential to become leaders in itsverticals.We will look for companies with higher operating efficiency,strongerbrand recognition,broader distribution channels or any other characteristic thatenable the company to achieve long-term competitive proposition.Revenue

254、and Earnings Growth Potential.We will seek to acquire one ormore businesses that have the potential for significant revenue and earnings growththrough a combination of both existing and new product development,increasedproduction capacity,expense reduction and synergistic follow-on acquisitionsresul

255、ting in increased operating leverage.We expect such businesses to providepromising risk-adjusted return for our shareholders.Benefit from Being a Public Company.We intend to acquire a business orbusinesses with organic and inorganic growth potential that can benefit from beingpublicly traded and eff

256、ectively utilize access to broader sources of capital and apublic profile that are associated with being a publicly traded company.This criteria does not intend to be exhaustive.Any evaluation relating to themerits of a particular initial business combination may be based,to the extentrelevant,on th

257、ese general guidelines as well as other considerations,factors andcriteria that our sponsor and management team may deem relevant.In the event thatwe decide to enter into an initial business combination with a target business thatdoes not meet the above criteria and guidelines,we will disclose that

258、the targetbusiness does not meet the above criteria in our shareholder communications relatedto our initial business combination,which,as discussed in this prospectus,wouldbe in the form of proxy solicitation or tender offer materials,as applicable,thatwe would file with the SEC.Effecting our Initia

259、l Business CombinationWe are not presently engaged in,and we will not engage in,any operations foran indefinite period of time following this offering.We will have up to 18months from the closing of this offering to consummatean initial business combination.We may also hold a shareholder vote at any

260、 time toamend our amended and restated memorandum and articles of association to modify theamount of time we will have to consummate an initial business combination(as wellas to modify the substance or timing of our obligation to redeem 100%of our publicshares if we have not consummated an initial b

261、usiness combination within the timeperiods described herein or with respect to any other material provisions relatingto the rights of holders of Class A ordinary shares or pre-initial businesscombination activity),in which case our public shareholders(excluding oursponsor,initial shareholders,office

262、rs and directors to the extent they acquirepublic shares,either in this offering or in secondary market transactionsthereafter)will be offered an opportunity to redeem their public shares upon theeffectiveness of such amendments.Our initial shareholders will lose their entireinvestment in us,except

263、to the extent they are entitled to redeem any publicshares they acquire,as described in this prospectus,or to receive liquidatingdistributions on the founder shares from assets outside the trust account,if ourinitial business combination is not completed within 18months from the closing ofthis offer

264、ing unless we extend the amount of time we have to consummate an initialbusiness combination by obtaining shareholder approval to amend our amended andrestated memorandum and articles of association.While we do not currently intendto seek such shareholder approval,we may elect to do so in the future

265、.There is nolimit on the number of extensions that we may seek.If we do not or are unable toextend the time period to consummate our initial business combination,oursponsors investment in our founder shares and our private placement units will beworthless.We have not selected any business combinatio

266、n target and we have not,nor hasanyone on our behalf,initiated any substantive discussions,directly orindirectly,with any business combination target.Accordingly,there is no currentbasis for investors in this offering to evaluate the possible merits or risks ofthe target business with which we may u

267、ltimately complete our initial businesscombination.To the extent we effect our business combination with a company orbusiness that may be financially unstable or in its early stages of development orgrowth,we may be affected by numerous risks inherent in such company or business.Although our managem

268、ent team will endeavor to evaluate the risks inherent in aparticular target business,we cannot assure you that we will properly ascertain orassess all significant risk factors.In evaluating a prospective target business,we expect to conduct a thorough due diligence review,which may encompass,amongot

269、her things,meetings with incumbent management and employees,document2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm27/27892025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121

270、390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm28/278Table of Contentsreviews,interviews of customers and suppliers,inspection of facilities,asapplicable,as well as a review of financial,operational,legal and otherinformation that will

271、be made available to us.If we determine to move forward witha particular target,we will proceed to structure and negotiate the terms of thebusiness combination transaction.Our management will have substantial flexibility in identifying and selectingone or more prospective target businesses,although

272、we will not be permitted toeffectuate our initial business combination solely with another blank check companyor a similar company with nominal operations.The time required to select and evaluate a target business and to structure andcomplete our initial business combination,and the costs associated

273、 with thisprocess,are not currently ascertainable with any degree of certainty.Any costsincurred with respect to the identification and evaluation of,and negotiationwith,a prospective target business with which our business combination is notultimately completed will result in our incurring losses a

274、nd will reduce the fundsavailable to use to complete a business combination with a different targetcompany.We intend to effectuate our initial business combination using cash from theproceeds of this offering and the sale of the private placement units,our shares,debt or a combination of the foregoi

275、ng.We may seek to complete our initialbusiness combination with a company or business that may be financially unstable orin its early stages of development or growth,which would subject us to thenumerous risks inherent in such companies and businesses.We do not believe we will need to raise addition

276、al funds following thisoffering in order to meet our anticipated operating expenses.However,if ourestimates of the costs of identifying a target business,undertaking due diligenceand negotiating an initial business combination are less than the actual amountnecessary to do so,we may have insufficien

277、t funds available to operate ourbusiness prior to our initial business combination.Moreover,we may need to obtainadditional financing either to complete our initial business combination or becausewe become obligated to redeem a significant number of our public shares uponcompletion of our initial bu

278、siness combination,in which case we may issueadditional securities or incur debt in connection with such business combination.In addition,we may target businesses with enterprise values that are greater thanwe could acquire with the net proceeds of this offering and the sale of the privateplacement

279、shares,and,as a result,if the cash portion of the purchase priceexceeds the amount available from the trust account,net of amounts needed tosatisfy redemptions by public shareholders,we may be required to seek additionalfinancing to complete such proposed initial business combination.We may alsoobta

280、in financing prior to the closing of our initial business combination to fundour working capital needs and transaction costs in connection with our search forand completion of our initial business combination.There is no limitation on ourability to raise funds through the issuance of equity or equit

281、y-linked securitiesor through loans,advances or other indebtedness in connection with our initialbusiness combination,including pursuant to any forward purchase agreements orbackstop agreements we may enter into following the consummation of this offering.Any such additional financing may cause mate

282、rial dilution to the holders of ourpublic shares.If we are unable to complete our initial business combinationbecause we do not have sufficient funds available to us,we will be forced to ceaseoperations and liquidate the trust account.In addition,following our initialbusiness combination,if cash on

283、hand is insufficient,the post-businesscombination company may need to obtain additional financing in order to meet itsobligations.If our initial business combination is paid for using equity or debt,or notall of the funds released from the trust account are used for payment of theconsideration in co

284、nnection with our business combination or used for redemptionsof our ClassA ordinary shares,we may apply the balance of the cash released to usfrom the trust account for general corporate purposes,including for maintenance orexpansion of operations of the post-transaction company,the payment of prin

285、cipalor interest due on indebtedness incurred in completing our initial businesscombination,to fund the purchase of other businesses or assets or for workingcapital.In the case of an initial business combination funded with assets other thanthe trust account assets,our tender offer documents or prox

286、y materials disclosingthe business combination would disclose the terms of the financing and,only ifrequired by applicable law,we would seek shareholder approval of such financing.There are no prohibitions on our ability to issue securities or incur debt inconnection with our initial business combin

287、ation.We are not currently a party toany arrangement or understanding with any third party with respect to raising anyadditional funds through the sale of securities,the incurrence of debt orotherwise,except as described under the section titled“Underwriting”below.102025/5/10 23:26sec.gov/Archives/e

288、dgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm29/278Table of ContentsWe are not prohibited from pursuing an initial business combination with acompany that is affiliated(as defined in our amended and restated me

289、morandum andarticles of association)with our sponsor or our directors or officers,or makingthe acquisition through a joint venture or other form of shared ownership with oursponsor,directors or officers.In the event we seek to complete our initialbusiness combination with a company that is affiliate

290、d our sponsor,directors orofficers,we,or a committee of independent directors,will obtain an opinion froman independent investment banking firm or another independent entity that commonlyrenders valuation opinions,stating that the consideration to be paid by us in suchan initial business combination

291、 is fair to our company from a financial point ofview.We are not required to obtain such an opinion in any other context.Our sponsor and its members,members of our management team and our independentdirectors will directly or indirectly own founder shares,private placement units,private placement sh

292、ares and/or private placement rights following this offeringand,accordingly,may have a conflict of interest in determining whether aparticular target business is an appropriate business with which to effectuate ourinitial business combination.Further,each of our officers and directors presentlyhas,a

293、nd any of them in the future may have additional,fiduciary,contractual orother obligations or duties to one or more other entities pursuant to which suchofficer or director is or will be required to present a business combinationopportunity to such entities.Accordingly,if any of our officers or dire

294、ctorsbecomes aware of a business combination opportunity which is suitable for an entityto which he or she has then current fiduciary or contractual obligations,he or shewill honor his or her fiduciary or contractual obligations to present such businesscombination opportunity to such other entity,su

295、bject to their fiduciary dutiesunder Cayman Islands law.Our amended and restated memorandum and articles ofassociation provide that,to the fullest extent permitted by law:(i)no individualserving as a director or an officer shall have any duty,except and to the extentexpressly assumed by contract,to

296、refrain from engaging directly or indirectly inthe same or similar business activities or lines of business as us,and(ii)werenounce any interest or expectancy in,or in being offered an opportunity toparticipate in,any potential transaction or matter which(a)may be a corporateopportunity for any dire

297、ctor or officer,on the one hand,and us,on the other or(b)the presentation of which would breach an existing legal obligation of adirector or officer to any other entity.As a result,the fiduciary duties or contractual obligations of our officers ordirectors could materially affect our ability to comp

298、lete our initial businesscombination.Potential Additional FinancingTo the extent needed,we may seek to raise additional funds through a privateoffering of debt or equity securities in connection with the completion of ourinitial business combination(which may include a private placement),and we maye

299、ffectuate our initial business combination using the proceeds of such offeringrather than using the amounts held in the trust account.In addition,we may targetbusinesses larger than we could acquire with the net proceeds of this offering andthe sale of the private placement shares,and may as a resul

300、t be required to seekadditional financing to complete such proposed initial business combination.Anysuch additional financing may cause material dilution to the holders of our publicshares.In the case of an initial business combination funded with assets otherthan the trust account assets,our proxy

301、materials or tender offer documentsdisclosing the initial business combination would disclose the terms of thefinancing and,only if required by law,we would seek shareholder approval of suchfinancing.There are no prohibitions on our ability to raise funds privately,including pursuant to any private

302、placement,or through loans in connection withour initial business combination.At this time,we are not a party to anyarrangement or understanding with any third party with respect to raising anyadditional funds through the sale of securities or otherwise.Selection of a Target Business and Structuring

303、 of our Initial BusinessCombinationNasdaq rules require that our initial business combination must be with one ormore target businesses that together have an aggregate fair market value equal toat least 80%of the balance in the trust account(less any taxes payable oninterest earned)at the time of ou

304、r signing a definitive agreement in connectionwith our initial business combination.If our board of directors is not able toindependently determine the fair market value of the target business or businesses,we will obtain an opinion from an independent investment banking firm or anotherindependent f

305、irm that commonly renders valuation opinions for the type of companywe are seeking to acquire or an independent accounting firm.We do not intend topurchase multiple businesses in unrelated industries in conjunction with ourinitial business combination.112025/5/10 23:26sec.gov/Archives/edgar/data/205

306、4876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm30/278Table of ContentsWe will have until 18months from the closing of this offering to consummatean initial business combination.If we are unable to consummate an initial busine

307、sscombination within the allotted 18-month time period or during any ExtensionPeriod,we will,as promptly as reasonably possible but not more thantenbusinessdays thereafter,redeem 100%of the outstanding public shares,at aper-share price,payable in cash,equal to the aggregate amount then on deposit in

308、the trust account,including any interest earned on the funds held in the trustaccount(which interest shall be net of permitted withdrawals and up to$100,000 ofinterest to pay dissolution expenses),divided by the number of then outstandingpublic shares,which redemption will completely extinguish publ

309、ic shareholdersrights as shareholders(including the right to receive further liquidationdistributions,if any),subject to applicable law and as further described herein,and then seek to liquidate and dissolve.We expect the pro rata redemption price tobe approximately$10.00 per public share(regardless

310、 of whether or not theunderwriters exercise their over-allotment option),without taking into account anyinterest earned on such funds.However,we cannot assure you that we will in factbe able to distribute such amounts as a result of claims of creditors,which maytake priority over the claims of our p

311、ublic shareholders.We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire100%of the equity interests or assets of the target business or businesses.Wemay,however,structure our initial business co

312、mbination such that the post-transaction company owns or acquires less than 100%of such interests or assets ofthe target business in order to meet certain objectives of the target managementteam or shareholders or for other reasons,but we will only complete such businesscombination if the post-trans

313、action company owns or acquires 50%or more of theoutstanding voting securities of the target or otherwise acquires a controllinginterest in the target sufficient for it not to be required to register as aninvestment company under the Investment Company Act of 1940,as amended(the“Investment Company A

314、ct”).Even if the post-transaction company owns or acquires50%or more of the voting securities of the target,our shareholders prior to thebusiness combination may collectively own a minority interest in the post-transaction company,depending on valuations ascribed to the target and us in thebusiness

315、combination transaction.For example,we could pursue a transaction inwhich we issue a substantial number of new ordinary shares in exchange for all ofthe outstanding capital stock of a target.In this case,we would acquire a 100%controlling interest in the target.However,as a result of the issuance of

316、 asubstantial number of new shares,our shareholders immediately prior to our initialbusiness combination could own less than a majority of our outstanding sharessubsequent to our initial business combination.If less than 100%of the equityinterests or assets of a target business or businesses are own

317、ed or acquired by thepost-transaction company,the portion of such business or businesses that is ownedor acquired is what will be valued for purposes of the 80%of net assets test.Ifour initial business combination involves more than one target business,the 80%ofnet assets test will be based on the a

318、ggregate value of all of the targetbusinesses.Corporate InformationWe are an“emerging growth company,”as defined in Section 2(a)of theSecurities Actof1933,as amended,or the Securities Act,as modified by theJumpstart Our Business Startups Actof2012,or the JOBS Act.As such,we areeligible to take advan

319、tage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not“emerginggrowth companies”including,but not limited to,not being required to comply withthe auditor attestation requirements of Section 404 of the Sarbanes-OxleyActof2002,or the Sa

320、rbanes-Oxley Act,reduced disclosure obligations regardingexecutive compensation in our periodic reports and proxy statements,and exemptionsfrom the requirements of holding a non-binding advisory vote on executivecompensation and shareholder approval of any golden parachute payments notpreviously app

321、roved.If some investors find our securities less attractive as aresult,there may be a less active trading market for our securities and the pricesof our securities may be more volatile.In addition,Section 107 of the JOBS Act also provides that an“emerginggrowth company”can take advantage of the exte

322、nded transition period provided inSection 7(a)(2)(B)of the Securities Act for complying with new or revisedaccounting standards.In other words,an“emerging growth company”can delay theadoption of certain accounting standards until those standards would otherwiseapply to private companies.We intend to

323、 take advantage of the benefits of thisextended transition period.We will remain an emerging growth company until the earlier of(1)thelastday of the fiscal year(a)following the fifth anniversary of the completionof this offering,(b)in which we have total annual gross revenue of at least$1.235billion

324、,or(c)in which we are deemed to be a large accelerated filer,which means the market value of our2025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm31/278122025/5/10 23:26sec.gov/Archi

325、ves/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm32/278Table of Contentsordinary shares that is held by non-affiliates exceeds$700million as of the priorMarch31,and(2)the date on which we have issued more than

326、$1.0billion in non-convertible debt securities during the prior three-year period.References hereinto“emerging growth company”shall have the meaning associated with it in the JOBSAct.Additionally,we are a“smaller reporting company”as defined in Item10(f)(1)of RegulationS-K.Smaller reporting companie

327、s may take advantage of certainreduced disclosure obligations,including,among other things,providing onlytwo years of audited financial statements.We will remain a smaller reportingcompany until the lastday of the fiscal year in which(i)the market value of ourordinary shares held bynon-affiliatesequ

328、als or exceeds$250million as of theend of the prior June 30th or(ii)our annual revenues equaled or exceeded$100million during such completed fiscal year and the market value of our ordinaryshares held bynon-affiliatesequals or exceeds$700million as of the end of theprior June30th.We are a Cayman Isl

329、ands exempted company incorporated on December18,2024.Our executive offices are located at 555 Bryant Street,No.590,Palo Alto,CA94301.Exempted companies are Cayman Islands companies wishing to conduct businessoutside the Cayman Islands and,as such,are exempted from complying with certainprovisions o

330、f the Companies Act.132025/5/10 23:26sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htmhttps:/www.sec.gov/Archives/edgar/data/2054876/000121390025039851/ea0229380-04.htm33/278Table of ContentsTHE OFFERINGIn making your decision whether to invest in our securities,you should take

331、into account not only the backgrounds of the members of our management team,butalso the special risks we face as a blank check company and the fact that thisoffering is not being conducted in compliance with Rule419 promulgated under theSecurities Act.You will not be entitled to protections normally

332、 afforded toinvestors in Rule419 blank check offerings.You should carefully consider theseand the other risks set forth in the section below entitled“Risk Factors”beginning on page42 of this prospectus.Securities offered 10,000,000 units,at$10.00 perunit,each unit consisting of oneClass A ordinary s

333、hare and oneright.Each right entitles theholder thereof to receive one-fifth(1/5)of one Class A ordinaryshare upon consummation of ourinitial business combination,asdescribed in more detail in thisprospectus.Listingofoursecuritiesandsymbols We anticipate that the public unitswill be listed on Nasdaq under thesymbol“NMPU,”,and that theClassA ordinary shares and rights,once they begin separate tradi